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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 or 15(d) of the
Securities Exchange
Act of 1934
Date of
Report (Date of earliest event reported): January 28, 2022
BION
ENVIRONMENTAL TECHNOLOGIES, INC.
Exact name of Registrant
as Specified in its Charter
| Colorado |
|
000-19333 |
|
84-1176672 |
| State or Other Jurisdiction
of Incorporation |
|
Commission File Number |
|
IRS Employer Identification
Number |
9
East Park Court
Old
Bethpage, New
York 11804
Address of Principal
Executive Offices, Including Zip Code
516-586-5643
Registrant's Telephone
Number, Including Area Code
Not applicable
Former name or former
address, if changed since last report
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| |
|
|
|
|
Indicate by check mark whether the registrant
is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth
company ¨ |
|
If
an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into a Material Definitive Agreement.
On January 28, 2022 Bion Environmental
Technologies, Inc. (‘Bion’), on behalf of Bion 3G1 LLC (‘3G1’), a wholly-owned subsidiary, entered into a Purchase
Order Agreement with Buflovak and Hebeler Process Solutions (collectively ‘Buflovak’) in the amount of $2,665,500 (and made
the initial 25% payment ($665,375)) for the core of the ‘Bion System’ portion (without the crystallization module which will
be ordered and fabricated pursuant to subsequent agreements) of the previously announced 3G Tech facility being developed in Indiana (‘Project’).
This order encompasses the core of Bion’s 3G Technology.
Buflovak has worked with the Company on
design and testing of its 3G Tech over several years. The basic design is complete and procurement/fabrication has now been initiated.
3G1 is working in concert with its primary site engineering firm for the facility, Integrated Engineering Services, on the integration
of all project components at the Project site. Additional agreements with various professional services providers (engineers, surveyors,
etc.) have been entered into for work related to the Project.
Bion entered into a lease for the development
site of its initial commercial scale 3G Tech project in September 2021, which is located on approximately four acres of leased land, near
Fair Oaks Farms in Fair Oaks, Indiana. Design and pre-development work commenced in mid-2021 and much of the necessary preliminary site
work is either underway or completed.
The Project is designed to be installed
in two targeted primary phases which approach will enable more rapid deployment of our 3G technology, given pandemic-induced supply chain
constraints. The first phase includes procurement and deployment of Bion’s core 3G technology (including evaporation, distillation,
and absorption, modules, along with supporting mechanical/electrical equipment, controls, instrumentation, and facilities (many of which
include ‘long lead time’ items, which will now be ordered/ procured/manufactured, as applicable). This phase also includes
installing a process building to house the system, full utility installation (electrical, water, internet, natural gas, etc.), tankage
to hold process and waste product liquids, and facility access.
The second phase, which will require additional
permitting, planning and logistics, will consist primarily of construction of a 300 head beef cattle feed barn and an anaerobic digester,
which items have shorter construction and fabrication/installation times than many of the components of the first phase. The barn
will include an innovative slatted floor design and an automated manure collection system. Support structures will include manure
collection basins, pumping stations, and automated controls integrated with the 3G system control system.
The design and installation for both phases
will include adaptive spaces that allow the integration of Project expansions and the refinement of equipment operations that enhance
system productivity and reduce energy demand.
When completed, our Project will be an
environmentally sustainable beef cattle feeding facility, equipped with state-of-the-art housing and Bion’s 3G-Tech platform to
provide waste treatment and resource recovery.
See our most recent Form 10-K (for the
year ended June 30, 2021) for more details regarding this Project.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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BION ENVIRONMENTAL TECHNOLOGIES, INC. |
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|
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By: |
/s/ Mark
A. Smith |
| Date: February 1, 2022 |
|
Mark A. Smith, President |
